N.Y. Banking Law § 601: Merger agreement; authorization; approval; filing

§ 601. Merger agreement; authorization; approval; filing. 1. A written

plan of merger shall be submitted, in duplicate, to the superintendent

by the corporations which are to merge. Such plan shall be in form

satisfactory to the superintendent, shall specify each corporation to be

merged and the corporation which is to receive into itself the merging

corporation or corporations, and shall prescribe the terms and

conditions of the merger and the mode of carrying it into effect. Such

plan may provide the name to be borne by the receiving corporation and

such name may be the name of any corporation which is a party to such

plan or a new name. Such plan may also name the persons who shall

constitute the board of directors or trustees of the receiving

corporation after the merger shall have been accomplished, provided that

the number and qualifications of such persons shall be in accordance

with the provisions of this chapter relating to the number and

qualifications of directors or trustees of such a corporation; or, in

the case of stock corporations, such plan may provide for a meeting of

the stockholders to elect a board of directors within sixty days after

such merger, and may make provision for conducting the affairs of the

corporation meanwhile. In the case of savings banks, such plan may also

provide that the place or places of business of the merging bank may be

maintained as an office or offices of the receiving bank as provided in

paragraph (c) of subdivision two of section two hundred forty of this

chapter.

At the time of submission for action by the superintendent of the

written plan of merger, an investigation fee as prescribed pursuant to

section eighteen-a of this chapter shall be paid to the superintendent.

2. In the case of stock corporations, there shall be submitted, in

duplicate, to the superintendent with the plan of merger, a certificate

of the president, secretary or cashier of each of the corporations which

are to merge, certifying that such plan has been approved by the board

of directors of his corporation by a majority vote of all the members

thereof, and that such plan was thereafter submitted to the stockholders

of such corporation at a meeting thereof held upon notice of at least

fifteen days, specifying the time, place and object of such meeting and

addressed to each stockholder at the address appearing upon the books of

the corporation and published at least once a week for two successive

weeks in one newspaper in each county in which any of the merging

corporations has its principal place of business and that such plan has

been approved at such meeting by the vote of the stockholders owning at

least two-thirds in amount of the stock of such corporation, except that

such certificate of the president, secretary or cashier of the receiving

corporation need not certify that such plan was submitted to or approved

by vote of the stockholders of such corporation if (a) the total assets

of the merging corporation or corporations do not exceed ten per centum

of the total assets of the receiving corporation and (b) the plan of

merger does not change the name or the authorized shares of capital

stock of the receiving corporation or make or require any other change

or amendment for which the approval or consent of stockholders of the

receiving corporation would be required under provisions of law other

than this section.

3. In the case of mutual savings banks, mutual savings and loan

associations or credit unions, there shall be submitted, in duplicate,

to the superintendent with the plan of merger, a certificate of the

president, secretary or cashier of each of the corporations which are to

merge, certifying that such plan has been submitted to a special meeting

of the board of trustees or directors of his corporation, that a notice

of at least fifteen days, specifying the time, place and object of the

meeting, together with a copy of the plan has been mailed to each

trustee or director and that such plan has been approved at such meeting

by a vote of two-thirds of all the members of such board of trustees or

directors.

4. In the case of merger of a safe deposit company into a bank or

trust company which owns at least ninety-five per centum of the

outstanding shares of each class of the stock of such safe deposit

company, in lieu of compliance with subdivisions one and two of this

section there may be submitted, in duplicate, to the superintendent a

written plan of merger in form satisfactory to the superintendent

stating that such safe deposit company as the merging corporation is to

be merged into such bank or trust company as the receiving corporation

and setting forth any necessary or appropriate terms and conditions of

the merger and provisions for carrying it into effect, including, if the

receiving corporation does not own all the outstanding stock of the

merging corporation, provisions with respect to the cash or other

consideration to be paid or delivered to the stockholders of the merging

corporation (other than the receiving corporation) upon the merger

becoming effective and upon the surrender of their shares. There shall

be submitted, in duplicate, to the superintendent with such plan of

merger, a certificate of the president, secretary or cashier of the

merging corporation and of the receiving corporation, certifying that

such plan has been approved by the board of directors of his corporation

by a majority vote of all the members thereof. The certificate of the

president, secretary or cashier of the merging corporation shall certify

the extent of the ownership by the receiving corporation of the

outstanding capital stock of the merging corporation. If the receiving

corporation does not own all the outstanding stock of the merging

corporation, the certificate of the president, secretary or cashier of

the merging corporation shall also certify that there has been mailed to

each of its stockholders of record (other than the receiving

corporation), at the address appearing upon the books of the merging

corporation, a copy of the plan of merger. Any holder of a share or

shares of stock of the merging corporation not owned by the receiving

corporation may, at any time prior to the expiration of twenty days

after the date of mailing of the plan of merger to the stockholders of

the merging corporation, object to the merger and demand payment for his

stock. Such objection and demand must be in writing and filed with the

receiving corporation. Thereupon such stockholder and the receiving

corporation shall have the right to have such stock appraised and paid

for as provided in section six thousand twenty-two of this chapter,

subject to the conditions and provisions of said section (other than the

conditions and provisions of subdivisions one, two and three thereof);

except that (a) the time within which the receiving corporation may mail

to such stockholder a written offer accompanied by a balance sheet and

profit and loss statement of the merging corporation as provided in

subdivision seven of said section shall expire thirty days after the

merger takes effect, (b) all references in subdivision eight of said

section to the stockholders' authorization date shall be deemed to refer

to the date of mailing of the plan of merger to the stockholders of the

merging corporation, and (c) all references in said section to the

notice of election to dissent shall be deemed to refer to the demand of

a stockholder of the merging corporation for payment of his stock.